Office Guard License Agreement

OFFICE GUARD SUBSCRIBER LICENSE AGREEMENT

Effective Date: June 1, 2025  ·  Last Updated: July 13, 2026

This Subscriber License Agreement ("Agreement") is entered into between Office Guard, LLC ("Office Guard," "we," "us," or "our") and the individual or entity accepting these terms ("Subscriber," "you," or "your"). By clicking "I Accept," you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1. Grant of License

Subject to your compliance with this Agreement and timely payment of all applicable fees, Office Guard grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Office Guard email security and awareness training platform (the "Services") solely for your internal business purposes during the subscription term.

2. Subscription and Fees

Access to the Services requires a paid subscription. Fees are billed on a per-user, per-month basis. Annual subscriptions are billed upfront and receive a 10% discount. All fees are due in advance and are non-refundable except as required by applicable law.

Office Guard reserves the right to modify pricing with 30 days' written notice. Continued use of the Services after a price change constitutes acceptance of the new pricing.

2A. Subscriber Authority & Inbox Enrollment Rights

By accepting this Agreement, Subscriber represents and warrants that they have the legal right and authority to enroll all covered email accounts and inboxes under this subscription. Specifically:

• Individual Subscribers. If Subscriber is enrolling only their own inbox, they represent that they are the sole owner and authorized user of the enrolled email account.
• Authorized Representatives. If Subscriber is a broker, office manager, employer, or other authorized representative enrolling inboxes on behalf of other individuals, Subscriber represents and warrants that: (a) they have the legal authority to bind those individuals to this Agreement; (b) each covered individual has either expressly consented to enrollment or is subject to Subscriber's lawful authority as their employer or principal; and (c) Subscriber accepts full responsibility for obtaining, documenting, and maintaining any required individual consents in accordance with applicable law.

Individual Inbox Consent. Where the covered inboxes are not owned by the subscribing organization — such as individual agent email accounts in a real estate brokerage, independent contractor accounts, or personally owned professional email addresses — Subscriber is solely responsible for obtaining written consent from each affected individual prior to enrollment. Office Guard bears no liability for any claim arising from Subscriber's failure to obtain such consent.

Subscriber agrees to indemnify and hold harmless Office Guard from any claim, demand, or liability asserted by a covered individual arising from enrollment of their inbox without proper authority or consent.

3. Permitted Use

You may use the Services only for lawful purposes and in accordance with this Agreement. You agree not to:

• Share, resell, sublicense, or transfer your access credentials or license to any third party;
• Attempt to reverse engineer, decompile, or disassemble any component of the Services;
• Use the Services to transmit malicious code, spam, or unauthorized communications;
• Circumvent or attempt to circumvent any security or access controls;
• Use the Services in any manner that could damage, disable, or impair Office Guard's infrastructure.

4. Intellectual Property

All content, software, training materials, simulations, reports, and technology comprising the Services are the exclusive property of Office Guard or its licensors and are protected by applicable intellectual property laws. This Agreement does not convey any ownership interest in the Services. You may not copy, reproduce, modify, or create derivative works from any part of the Services without prior written consent from Office Guard.

5. Data and Privacy

In delivering the Services, Office Guard may process email metadata, user activity data, phishing simulation results, and training completion records on your behalf. All such data is handled in accordance with our Privacy Policy, available at officeguard.co/privacy, which is incorporated into this Agreement by reference.

You are responsible for ensuring that your use of the Services complies with all applicable privacy and data protection laws. Detailed obligations for regulated industries (HIPAA, GLBA) and Business Associate Agreement requirements are set forth in Section 10 of this Agreement.

6. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order.

7. Disclaimers & No Guarantee of Absolute Security

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Office Guard does not warrant that the Services will be uninterrupted, error-free, or completely secure. No security solution eliminates all risk. Subscriber explicitly acknowledges that cybersecurity threats evolve rapidly and that the Services are defensive tools designed to reduce risk. Office Guard does not guarantee 100% eradication of phishing attempts, malware, or human error. Subscriber accepts that a residual risk of security incidents remains even when the Services are properly deployed and maintained.

Subscriber's sole remedy for any failure or deficiency in the Services is to request correction or to terminate the subscription in accordance with Section 11 below.

8. Limitation of Liability & Financial / Wire Fraud Exclusion

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OFFICE GUARD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES.

Financial & Wire Fraud Exclusion. Subscriber expressly agrees that Office Guard shall have zero financial liability for any financial losses, diverted funds, failed real estate closings, wire transfer fraud, escrow losses, or business interruption suffered by Subscriber or Subscriber's customers, clients, or patients — regardless of whether such losses arise from a phishing attack, business email compromise, social engineering, or any other cyber incident, and regardless of whether the Services were active at the time of the incident.

Subscriber acknowledges that wire transfer fraud and business email compromise are human-gatekeeping failures that no software product can fully prevent, and that Subscriber retains sole responsibility for maintaining independent voice-verification protocols for all financial or routing changes (see Section 9 below).

Liability Cap. Under no circumstances shall Office Guard's total cumulative liability to Subscriber for any direct operational claims, negligence, or system errors exceed the total dollar amount paid by Subscriber to Office Guard during the three (3) months immediately preceding the incident giving rise to the claim.

9. Client Responsibilities & Human Gatekeeping

Subscriber acknowledges that the effectiveness of the Services depends in part on Subscriber's own internal practices and compliance with the following obligations:

• Independent Wire Verification. Subscriber is strictly required to maintain internal voice-verification protocols for all financial transactions, wire transfers, routing changes, or escrow instructions. Subscriber acknowledges that relying solely on email communication for financial transactions constitutes a violation of safe business practices and that Office Guard bears no liability for losses arising from failure to independently verify such instructions by telephone or in person.
• Software Compliance. Subscriber shall ensure that all employees and authorized users keep Office Guard's software active and updated on their devices, including remote and mobile devices. Subscriber shall not bypass, disable, tamper with, or ignore alerts, filters, or warnings generated by Office Guard's infrastructure. Failure to maintain software compliance may void any service-level commitments and shall not give rise to any liability on the part of Office Guard.
• Training Participation. Subscriber shall encourage all covered users to complete assigned awareness training modules in a timely manner. Office Guard's liability protections and service-level commitments are predicated on Subscriber's good-faith participation in the training program.
• Incident Reporting. Subscriber shall promptly notify Office Guard of any suspected security incident, phishing compromise, or unauthorized access that may affect the Services or Subscriber's covered users.

10. Data Privacy & Regulatory Compliance (HIPAA / GLBA)

In delivering the Services, Office Guard may process email metadata, user activity data, phishing simulation results, and training completion records on Subscriber's behalf. All such data is handled in accordance with our Privacy Policy, available at officeguard.co/privacy, which is incorporated into this Agreement by reference.

Medical & Legal Verticals. To the extent that Office Guard has access to protected systems or data, both parties agree to adhere to applicable federal data standards, including the Health Insurance Portability and Accountability Act (HIPAA) for medical clients and covered entities, and the Gramm-Leach-Bliley Act (GLBA) for real estate escrow transactions and financial service providers.

Business Associate Agreement (BAA). For medical clinic accounts and other covered entities subject to HIPAA, a standard Business Associate Agreement shall be executed alongside this Agreement to maintain full regulatory alignment. Subscriber may execute the BAA at officeguard.co/support/baa. Office Guard will not process protected health information on behalf of a covered entity until a valid BAA is in effect.

Subscriber is responsible for ensuring that its own use of the Services complies with all applicable privacy, data protection, and professional licensing laws in its jurisdiction and industry.

11. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order.

12. Indemnification

Subscriber agrees to indemnify, defend, and hold harmless Office Guard and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with Subscriber's use of the Services, Subscriber's violation of this Agreement, Subscriber's failure to maintain independent wire-verification protocols, or Subscriber's violation of any applicable law or third-party rights.

13. Term and Termination

This Agreement remains in effect for the duration of Subscriber's subscription. Either party may terminate with 30 days' written notice. Office Guard may suspend or terminate Subscriber's access immediately upon material breach of this Agreement or failure to make timely payment.

Upon termination, Subscriber's license to use the Services ceases immediately. Office Guard will retain Subscriber's data for 30 days following termination, after which it will be deleted in accordance with our data retention policy.

14. Governing Law and Disputes

This Agreement is governed by the laws of the State of Georgia, without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved by binding arbitration in Atlanta, Georgia, under the rules of the American Arbitration Association, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

15. Entire Agreement

This Agreement, together with the Office Guard Privacy Policy, any executed Business Associate Agreement, and any applicable order forms or statements of work, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral.

16. Contact

Office Guard, LLC
1522 Alcovy Mountain Rd
Monroe, GA 30655
[email protected]